Cellectar Biosciences (CLRB) Announces One-for-Thirty Reverse Stock Split

Cellectar Biosciences, Inc. (Nasdaq: CLRB), a late-stage clinical biopharmaceutical company focused on the discovery and development of drugs for the treatment of cancer, today announced a one-for-thirty reverse stock split (the “Reverse Stock Split”) of the company’s common stock, par value $0.00001, which will become effective at 12:01 a.m. Eastern Time on Tuesday, June 24, 2025. The company’s common stock will continue to trade under its current trading symbol, CLRB, on the Nasdaq Global Select Market (“Nasdaq”) on a split-adjusted basis when the market opens on Tuesday, June 24, 2025, with the new CUSIP number 15117F880.

The Reverse Stock Split was approved by the company’s stockholders at an annual meeting held on June 13, 2025, with the final ratio subsequently determined by the company’s board of directors. As a result of the Reverse Stock Split, every 30 shares of the company’s pre-split common stock issued and outstanding will be automatically reclassified into one new share of the company’s common stock. The Reverse Stock Split will reduce the number of shares of common stock issued and outstanding from 54,361,197 shares to approximately 1,812,040, subject to adjustment due to the payment of cash in lieu of fractional shares. There will be no change to the number of authorized shares or the par value per share.

The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage ownership interest, except to the extent that the Reverse Stock Split results in fractional share amounts. Stockholders who would otherwise hold a fractional share of common stock will receive a cash payment in lieu of such fractional share.

As a result of the Reverse Stock Split, the number of shares of common stock available for issuance under the company’s equity incentive plans will be proportionately affected. Additionally, under the terms of our outstanding stock options and warrants, when the Reverse Stock Split becomes effective, the number of shares of our common stock covered by each of them would be divided by the number of shares being combined into one share of our common stock in the Reverse Stock Split and the exercise or conversion price per share would be increased to a dollar amount equal to the current exercise or conversion price, multiplied by the number of shares being combined into one share of our common stock in the Reverse Stock Split. This results in the same aggregate price being required to be paid upon exercise as was required immediately preceding the Reverse Stock Split. Furthermore, the conversion ratio of our outstanding preferred stock would also adjust proportionately.

Equiniti Trust Company, LLC (“Equiniti”) is acting as the transfer agent for the Reverse Stock Split. Equiniti will provide notice to stockholders of record, issue post-split shares in paperless “book-entry” form, and hold the shares in an account set up for each respective stockholder without the need for stockholder action. Registered stockholders holding pre-split shares of the company's common stock are not required to take any action to receive post-split shares. Stockholders owning shares in "street name" or via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to the particular processes of such broker, bank, trust or other nominee, and will not be required to take any action in connection with the Reverse Stock Split.

Additional information regarding the Reverse Stock Split is available in the company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2025, a copy of which is available at www.sec.gov and on the company's website. Additionally, a supplement to the proxy statement was filed with the Securities and Exchange Commission on June 11, 2025, to include the Amendment to the Certificate of Incorporation to Effect a Reverse Stock Split as Appendix A.

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